| The shareholder limited liability system has made great economic and legal sense, so it is taken as one of the most important bases of corporation system. Just as every sword has the two edges, the shareholder limited liability system is of no exception. As there are distinctive flaws existing in the design of shareholder limited liability system itself, those predominant shareholders often violate the creditors' and other relative persons' interests, which breaks the balance between shareholders' interests and creditors'. In order to resist kinds of shareholders" conducts of abusing rights and make up the creditors and other relative persons, the western scholars have conducted significant researches. Among them, the legal theory of "exceptional application of the shareholder limited liability" is one of the important achievements. The theory set up at the end of 19th century in the America, called "piercing the veil of the corporation". It has accepted in UK, Germany and Japan, etc. At the same time the theory has received improvement and innovation in those countries, and has become a necessary supplement to the corporation system. It plays an active role in solving "corporation problem".The writer comes up with the primary thought on the theory about its applicable conditions ,applicable cases and legislative system. The writer hopes it is helpful to the theory in legislative improvement and practices. This article is made up of five parts (about 35,000 words) expect the introduction and conclusion.The first part discusses the definition, value, flaws of the shareholder limited liability. Through the in-depth analysis of the definition, economic and legal value of the shareholder limited liability system, the article points out that it is sensible to stick to this system Through the objective analysis of flaws of the shareholder limited liability system, the article reveals the harm produced by those flaws to the creditors" and other relative persons" interests. This part puts the way to the following parts.The second part discusses introduction, definition and concept expression of the exceptional application of the shareholder limited liability system. By comparing several legal measures, the exceptional application of the shareholder... |
